Based on the foregoing and subject to the further qualifications set forth below, it is our opinion that: 

  

 (a) The Agreement is a legal, valid, and binding obligations of AirTran, and
is enforceable against AirTran in accordance with its terms. 

  

 (b) The Guarantee is a legal, valid, and binding obligations of Holdings, and is enforceable against Holdings in accordance with its terms. 

  

 We have assumed AirTran’s due organization and good standing, AirTran’s corporate power, authority, and legal right to execute, deliver, and
carry out the terms of the AirTran Agreements, and that AirTran’s execution, delivery, and performance of the Agreement do not and will not violate its certificate of incorporation or by-laws, any indenture, mortgage, contract, instrument, or
other agreement to which AirTran is a party or by which it is bound, or any order or judgment applicable to AirTran. We also have assumed Holding’s due organization and good standing, Holding’s corporate power, authority, and legal right
to execute, deliver, and carry out the 

  


8A-4